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Calaveras Vineyards
In March 1994, Anne Clemens, a senior vice president at Goldengate Capital, received a loan proposal from Tom Howell, a managing director with NationsBank’s investment-banking group. The brochure described the prospective management acquisition of Calaveras Vineyards and solicited Goldengate’s participation in the $4.5 million senior financing facility. The facility would consist of a $2 million term loan and a revolving credit of up to $2.5 million. Clemens needed to decide quickly whether the proposed terms were attractive, where to position Goldengate in this credit, and whether to offer a counterproposal on terms.
Goldengate Capital was a large West Coast financial institution with main activities in commercial lending, asset-based financing, leasing, mezzanine lending, and equity investing. Clemens had worked with Howell on a previous deal, and participated in two other business deals structured by him. These proved to be very profitable deals for Goldengate, so Clemens planned to give this new proposal careful study. NationsBank N.A. was the third largest financial institution in the United States.
Calaveras Vineyards
Calaveras Vineyards sat on 220 acres in Alameda Valley, California. The vineyards occupied 175 acres. The remaining acres consisted of various equipment sheds (to house the farming equipment), the winery building (containing storage tanks, aging barrels, and a small bottling operation), and a small farmhouse with guestrooms, offices, and the requisite tasting and sales room. Exhibit 1 summarizes the major assets of the vineyard.[1]
Esteban Calaveras founded Calaveras Vineyards in 1883 to make wine for the Catholic Church. By the 1950s, the winery and vineyard had expanded into the production of table wines for sale to retailers and restaurants. Through the 1960s and 1970s, the Calaveras family, who continued to own the vineyards, made few changes despite dramatic growth in demand for California wines and the entry of large corporations in the production of California wines. Ownership of the vineyard changed hands in 1986, 1990, and 1992, as the vineyard passed from one large corporate wine producer to another. With each change, the vineyard changed marketing organizations (i.e., independent firms that managed the sales and marketing of the vineyard’s products). Thus, over the preceding nine years, there had been three changes in both the ownership and the marketing organization.
Most recently, Stout PLC, a British conglomerate with interests in alcoholic beverages and branded consumer products, acquired Calaveras Vineyards in a purchase of a portfolio of vineyards from another conglomerate. Stout decided to sell Calaveras as part of a drive to focus on large, well-known wine and spirits brands.
Products, marketing, and competition
Despite the many changes in ownership and marketing, Calaveras managed to improve its brand image and market position through a strategy of careful quality control, market segmentation, and capital improvements (such as converting from redwood to oak cooperage, upgrading the winery with a bladder press, and installing a sprinkler system). Because of these improvements, Calaveras increased its average wholesale prices from $29.52 in 1989 to $44.26 in 1993.
Calaveras’ products could be broken down into five main categories:
1. Estate wines were made and bottled at the winery from a few selected varieties. The Sauvignon Blanc and Cabernet Sauvignon were highly praised by numerous influential wine writers, while the Petite Sirah was one of Calaveras’ oldest and best-known varieties. All of Calaveras’ estate wines were sold in the superpremium category.
2. Selected-vineyards wines were made from grapes purchased from selected vineyards (under long-term contracts), and aged and bottled separately to preserve their special characteristics. The Chardonnay was highly praised by numerous influential wine writers and brought prestige to the Calaveras brand. All selected-vineyards wines were sold in the superpremium category.
3. California wines were made from medium-quality Calaveras produce. This category was declining in importance, as Calaveras was able to elevate its wines to a higher status and pricing category under either the estate or selected-vineyards programs.
4. Generic wines were made from lesser-quality produce of the estates, selected-vineyards, and California categories.
5. Special-accounts wines were made from surplus, lesser-quality wine, and from non-varietal grapes. This wine was sold under special programs to airlines, hotels, and church parishes.
Exhibit 2 summarizes the breakdown of 1993 revenues among these categories.
In recent years, Calaveras’ corporate owners had aimed to lift the company out of the bulk-wine category and into the premium-brand segment of the market. Dr. Lynna Martinez joined Calaveras in 1987 in order to develop and implement a strategy to reach this goal. Martinez’s strategy called for developing estate wines that would put the Calaveras brand in the premium category and focusing the product line on a few premium varieties of grapes. Accordingly, Calaveras introduced the Sauvignon Blanc, Cabernet Sauvignon, and Petite Sirah wines and reduced the number of varietal grapes grown at the vineyard from 22 in 1987 to seven in 1994. In 1990, Martinez introduced the Chardonnay to broaden Calaveras’ position in the premium category. Having attained the goal of moving Calaveras to the premium segment of the wine market, management’s strategy now called for cautious price increases and the development of the special-accounts segment in order to use fully Calaveras’ lesser-quality wines.
Calaveras management planned to adopt a new marketing company upon consummation of the acquisition. The new company, Winston-Fendall, was a well-established wine marketer on the West Coast, where Calaveras sales were strongest. Winston-Fendall had also just lost its flagship account and promised to position Calaveras in that capacity. The contract with the marketing company called for Winston-Fendall to collect all receivables on behalf of Calaveras and remit them to Calaveras. In addition, Winston-Fendall would pay Calaveras any receivables left unpaid after 90 days on a non-recourse basis. Management believed these requirements would relieve Calaveras of credit risk.
About two-thirds of Calaveras’ case sales were made through its wholesale-distribution network, and the remainder was sold directly to special commercial accounts, including airlines and hotels. Its distributors sold roughly 60% of Calaveras’ wholesale case sales to restaurants. The remaining 40% was sold primarily to high-end retail outlets. Calaveras management planned to make no significant changes in its current wholesale distribution network. All major distributorships expressed keen interest in a continuing or increasing relationship with Calaveras. Nine distributors handled 80% of total volume, with two distributors in California handling 50% of total volume.
Calaveras developed special commercial accounts with airline and hotel companies, which represented sales volume of approximately 15,000–25,000 cases a year. These accounts permitted Calaveras to sell wine that ordinarily would be sold in bulk. Because these were direct sales, margins to Calaveras were higher than if the cases had been sold through intermediaries. Gigantic Airlines, a major national air-transportation company, purchased 4,000 cases of this wine in 1987 and raised the volume to 12,715 cases in 1993. At the same time, free-on-board (FOB) prices increased from $21 per case in 1987 to $39.70 per case in 1993. Gigantic was committed to a minimum of 16,500 cases in 1994 and told management that future purchases should be no less than 16,500 cases per year.
A common practice in the industry was to segment demand by price, ranging from “Low Price” (under $2.75 per 750-milliliter equivalent bottle at retail), “Economy” ($2.76–$4.25), “Popular” ($4.26–$5.75), “Premium” ($5.76–$7.50), “Super Premium” ($7.51–$10.00), and “Ultra Premium” ($10.01 and over). Competition in the superpremium and premium wine segments was fragmented. Nevertheless, management identified several brands with characteristics similar to Calaveras—namely, high visibility, a reputation based on a well-respected brand and/or personality of the owners/winemakers, and a competitive position in the superpremium/premium segment. These competitors included Clos du Val, Cakebread, Acacia, Sonoma-Cutrer, and Jordan, all of which were privately owned and typically secretive about their finances and operations.
Nationwide, demand for alcoholic beverages stagnated, and unit sales of spirits declined. Dollar sales of beer had grown only 2.2% in 1992—less than the rate of inflation. Wine sales in supermarkets, however, had grown 7.4%, in part because “…supermarket operators are becoming increasingly sophisticated in their selections of quality wines with higher price points, and because they are doing a better job of merchandising.”[2] Another source noted:
Domestic table wine, in particular, outshone the overall wine market… In recent years, this category was fueled by premium California varietals. American consumers have increasingly been moving away from the generic wines popular in the 1970s to the more upscale, higher-quality varietal wines. Several commercial wine manufacturers, most notably Gallo, Heublein, and The Wine Group, have moved into the premium varietal market to reap its profits. And that is what they did in 1991. Both Gallo’s Reserve Cellars and Heublein’s Blossom Hill posted double-digit gains in 1991…[3]
Offering one unusual explanation for these sales improvements, Standard & Poor’s noted:
Much of the gains can be traced to the continued effects of the publicity surrounding the so-called French Paradox—scientific studies indicating that while the French consume 30% more fat per year than do Americans, they have a 40% lower incidence of coronary disease. The report gained widespread attention following a program on the subject that first aired on CBS’s 60 Minutes in November 1991. The show aired again in the summer of 1992. In the report, both American and French doctors suggested that the “paradox” could be related to the fact that the French drink more wine than Americans do. The researchers concluded that moderate consumption of alcoholic beverages—particularly red wine—could reduce the risk of heart disease by as much as half. There has been a significant upturn in wine sales, especially red wine, since the 60 Minutes report aired.[4]
Operations
The vineyard supplied about half the grape requirements of the Calaveras winery. Exhibit 3 details the acreage under production and the yield by variety of grape. To fulfill its grape requirements, the new company would assume two long-term supply contracts from Stout PLC. Exhibit 4 outlines the purchase terms under these contracts for 1993. Clemens learned that the price under these long-term contracts was variable with the market. She assumed that this year’s price per ton would be a fair predictor of next year’s price, although the uncertainty about the cost of goods meant that gross margins for each of the product lines could vary by as much as 4% up or down from target. She assumed that gross margins had a standard deviation of 2%.
The production of wine from grapes entailed four main steps: crushing, fermenting, aging, and bottling. The winery was located on the vineyard property, with total capacity of approximately 65,000 cases per year for estate and selected-vineyards production. Although the winery had adequate production capacity in most areas, a moderate amount of fermentation, storage, and aging capacity was leased from Seraphim Winery, a neighbor. All finished bottled goods were also warehoused at Seraphim.
Management
Dr. Lynna Martinez, vice president and general manager of the property for Stout PLC, headed management of the new company. The operations manager, Peter Newsome, remained in that capacity. Martinez purchased 85% of the equity of the new company, and Newsome purchased the remaining 15%. Exhibit 5 presents abbreviated résumés for these individuals.
Historical financial performance
Stout PLC provided pro forma historical profit-and-loss statements and balance sheets for Calaveras’ fiscal years ended March 1990, 1991, 1992, and 1993. These statements are presented in Exhibit 6. Management believed that sales and operating profit were approximately as follows:
1991 1992 1993
Sales $2,848 $2,836 $2,534
Operating cash flow $ (54) $ 13 $ 260
(all values in thousands)
Sales increased from $2.4 million in 1990 to $2.8 million in 1991 and 1992, as Calaveras’ strategy of introducing premium wines with increasing average prices began to show tangible results. Sales dropped to $2.5 million in 1993, as Stout’s dismantling of its vineyard operations began to have an impact on Calaveras’ volumes; in particular, Calaveras had no effective sales organization representing it. Operating cash flow improved dramatically because of increased average prices for Calaveras wines.
Financial projections
Management developed a financial forecast with the assistance of the prominent accounting firm Ernst and Anderson. Forecast balance sheets, income statement, and assumptions are given in Exhibits 7, 8, and 9, respectively. Because many factors varied predictably with the planned production level, the primary variable was case revenues. Management developed what it believed was a conservative projection of case sales, which took into account three main factors: case-sales trends and demand, inflation, and real price increases reflecting Calaveras’ strengthening brand recognition.
Historical and projected case sales are given in Exhibits 10 and 11. Sales in Calaveras Vineyards’ first year were expected to rebound to the levels of 1992, due to the revitalization of the company’s marketing effort. Case-sales forecasts for the second year and beyond predicted a continuation of the increasing demand for Calaveras’ estate Sauvignon Blanc, Cabernet Sauvignon, and selected-vineyard’s Chardonnay, while recognizing the constraints of vineyard and production capacity for these and other varieties. Overall, this displayed a shift in product mix toward white wines. Clemens learned that the theoretical maximum capacity of the winery was 110,000 cases per year. Without further information, she assumed that, to sustain unit growth shown in the forecasts, it would be necessary to invest $350,000 per year starting in 1996, rather than the $250,000 per year shown in the loan-proposal forecast. The forecast also showed an ambitious real growth rate in unit prices of 2%. Anne Clemens wondered how long real price growth could continue, and generally believed that it was an especially uncertain number.[5] In defense of this assumption, the proposal document pointed to the strong past success of Lynna Martinez in elevating the winery’s brand recognition and shifting the product mix into the higher-price categories.
For the sake of comparison, Anne Clemens’s assistant gathered information on manufacturers of wine and brandy (Exhibit 12). Unfortunately, few publicly listed “pure-play” firms were comparable to Calaveras. Clemens’s assistant identified three possible comparables, all traded over-the-counter:
· Canandaigua Wine Company was the second-largest producer of wines in the United States, with sales in 1993 of $471 million. Once derisively called “Chateau Screwcap” and “a wino’s winemaker”[6] for its focus on low-price product segments, the firm was building a record of solid growth and profit improvement through the acquisition and consolidation of small wineries. The firm was located in upstate New York.